Six Months Ended June 30,

2024

2023

Cash Flows from Operating Activities:

Net income (loss)

$

(120,206,947)

$

677,930

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Change in fair value of warrant liability derivative

—

123,062

Change in fair value of non-redemption agreement

164,626

—

Loss on AtlsClear asset acquisition

86,392,769

—

Change in fair value, convertible note derivative

3,585,904

—

Change in fair value, long-term and short-term note derivative

11,208,055

—

Interest expense on convertible notes

1,896,714

—

Transaction costs paid with stock

1,401,937

—

Stock based compensation

1,462,650

—

Change in fair value, earnout liability

1,335,000

—

Fee on Secured convertible note

1,500,000

—

Change in operating lease expense

68,727

—

Change in fair value, contingent guarantee

3,256,863

—

Interest earned on marketable securities held in Trust Account

(251,569)

(2,028,921)

Change in fair value, subscription agreement

38,796

—

Depreciation expense

7,565

—

Amortization of intangibles

791,375

—

Bad debt expense

2,474

—

Changes in operating assets and liabilities:

Due from Atlas Clear

—

(49,806)

Income taxes payable

—

44,118

Marketable securities

6,820

—

Receivables from brokers & dealers

2,203,271

—

Receivables from customers

(303,486)

—

Receivables from others

(59,043)

—

Advances and Prepaid expenses

133,158

4,194

Cash deposits with clearing organization & other B/Ds

21,664

—

Change in operating lease right-of-use assets

(11,713)

—

Other assets

49,041

—

Payables to customers

(5,124,740)

—

Payables to officers & directors

98,048

—

Payable to brokers & dealers

(12,903)

—

Deferred tax liability

(43,484)

—

Accounts payable and accrued expenses

(1,066,430)

443,812

Commissions and payroll taxes payable

39,638

—

Stock Loan

259,893

—

Change in operatin lease right-of-use asset

(56,900)

—

Receivables from brokers & dealers

—

Receivables from customers

—

Net cash provided by (used in) operating activities

(11,212,227)

(785,611)

Cash Flows from Investing Activities:

Cash withdrawn from Trust Account to pay franchise and income taxes

68,418

—

Investment of cash into Trust Account

(160,000)

(875,000)

Cash withdrawn from Trust Account in connection with redemption

53,947,064

1,015,001

Cash paid for purchase of Pacsquare

(500,000)

—

Cash received from acquisition of Wilson-Davis

33,333,876

—

Cash withdrawn from Trust Account for working capital purposes

1,195,565

148,523,642

Cash paid to Wilson Davis shareholders

(8,092,568)

—

Net cash provided by (used in) investing activities

79,792,355

148,663,643

Cash Flows from Financing Activities:

Proceeds from secured convertible note

6,000,000

—

Transaction costs financed

5,002,968

—

Repayment of advances from related party

—

(300,000)

Advances from related party

1,052,300

1,948,950

Redemption of common stock

(53,947,064)

(148,523,642)

Net cash provided by (used in) financing activities

(41,891,796)

(146,874,692)

Net Change in Cash

26,688,332

1,003,340

Cash – Beginning

619,554

129,560

Cash – Ending

$

27,307,886

$

1,132,900

Supplementary cash flow information:

Cash paid for income taxes

$

—

$

537,000

Supplemental disclosure of non-cash investing and financing activities:

Shares issued to settled advances from related party and notes payable related party

$

4,577,569

$

—

Transaction cost settled with subscription payable

$

2,386,851

$

—

Fair value of equity treated earnout in AtlasClear, Inc asset acquisition

$

31,347,000

$

—

Fair value of shares issued in AtlasClear, Inc asset acquisition

$

44,400,000

$

—

Fair value of liability treated earnout in AtlasClear, Inc asset acquisition

$

10,963,000

$

—

Fair value of shares transferred to Wilson Davis shareholders

$

6,000,000

$

—

Short term notes issued to Wilson Davis shareholders

$

5,000,000

$

—

Long term notes issued to Wilson Davis shareholders

$

7,971,197

$

—

Common stock issued to settled vendor obligations

$

64,376

$

—

Fair value of shares transferred to Secured convertible note holders

$

1,250,698

$

—

Redeemable shares transferred to permanent equity

$

1,195,566

$

—

Non-redemption agreement re-classed to permanent equity

$

1,606,279

$

—

Shares issued to purchase Pacsquare

$

1,226,500

$

—

Shares issued as deposit for Commercial bank acquisition

$

91,200

$

—

Initial Classification of derivative liability – convertible notes

$

1,668,731

$

—

Interes settled with shares

$

210,550

$

—

Interest settled with shares transferred by related party

$

48,750

$

—

Cancellation of admin fees

$

—

$

120,000

Excise tax related to redemptions

$

539,471

$

1,485,236

Accretion of common stock subject to possible redemption

$

592,577

$

2,217,201